TERMS AND CONDITIONS OF SALE - ''The Agreement''
IMPORTANT: Please read
the wording of this Agreement carefully as it contains the terms
and conditions (''The Conditions'') upon which Mark SG Enterprises
Ltd and it's trading divisions 'Promofoam' and 'Neopremia' (''Us''/''We''/''Our'')
contracts with you (''You''/''Your''/''Yourself'') for the sale
of the goods. In this Agreement ''Goods'' means the goods which
We supply to You in accordance with the Conditions.
are accepted by Us subject to the following Conditions:
1.1 You shall make an order by telephone, facsimile, post, email
1.2 Where an order is made by telephone, We do not require written
confirmation of such an order. If You do send written confirmation
of an order please ensure that the order is clearly endorsed "confirmation".
Failure to so endorse the confirmation will result in the order
being duplicated. You will then be responsible for settlement
of the duplicated order in full. If the duplicated order is not
required it will be subject to Our terms under clause 6 "Returns"
1.3 When ordering custom printed goods a binding contract is made
at the time of order as such items hold no market re-sale value
for us once fabricated with your specific branding requirement.
1.4 All orders which are accepted by Us shall be subject to these
2.1 Payment is due at the time of submitting the order, however
at our discretion we may offer You a credit facility, and subject
to satisfactory references, we shall invoice you for the Goods
on or soon after dispatch. In this case, payment is due prior
to the payment date as shown on your invoice but is usually within
30 days of the invoice date.
2.2 If You fail to make any payment on the Due Date, We have the
right to charge interest on all outstanding balances calculated
on a daily basis at the rate of 13% per annum above the current
base lending rate of the HSBC Bank.
2.3 Prices quoted by email, over the phone or on our trade pricelist
are exclusive of VAT and current at the time of going to press.
Whilst every endeavour will be made to maintain them at their
present low level we reserve the right to effect changes without
prior notice (including, in particular, in the event of exchange
2.4 If any sum of money is due from You, the same may be deducted
from any sum then due or which at any time becomes due to You
under this or any other Agreement between Us and You.
2.5 Single invoices are rendered, a charge will be made for additional
3 Ownership of the Goods
3.1 Ownership of the Goods delivered or to be delivered by Us
will only be transferred to You when You have paid cash or cleared
funds in payment of all sums owing to Us in respect of the Goods.
3.2 Until payment as aforesaid You must store the Goods in such
a way that they are clearly Our property.
3.3 Until ownership has passed to You We retain full legal and
beneficial title to the Goods and reserve the right at any time
to require You to deliver up the Goods to Us and, if You fail
to do so forthwith upon Our request, to enter upon any of Your
premises or of any third party where the Goods are stored and
repossess the Goods.
3.4 Nevertheless You shall be entitled to sell the Goods either
in their original state or incorporated into other products acting
as Our agents but in these circumstances the title to the Goods
shall remain with Us, and You shall remain fully accountable for
the proceeds of the Sale thereof.
4 Dispatch of Goods and Delivery
4.1 We shall dispatch Goods by First Class post or Carrier to
UK based customers (for Export see paragraph 5). Goods are normally
dispatched within 5 working days of invoice delivery date but
will occasionally require 28 days from receipt of payment. Carriage,
is subject to order and will be quoted for you. Certain goods
within our range require special packaging and carrier services.
This will be advised at the point of order.
4.2 Time for delivery shall not be of the essence of this Agreement.
We shall use reasonable endeavours to deliver by the date specified
but We shall be under no liability What'soever for delay in delivery
or the consequence thereof however caused and You hereby waive
irrevocably all Your rights and remedies (if any) in respect of
any loss or damage suffered or incurred directly or indirectly
as a result of any late delivery of the Goods.
4.3 Goods which are out of stock will be placed on back-order
for delivery as soon as they become available. Cancellation of
back orders must be given in writing.
5.1 Freight and insurance are charged extra at cost. Please contact
our Export department for a quotation. Payment may be made by
Banker's Draft or Telegraphic Transfer direct to our bank, HSBC
Bank, (Bank account details available upon request).
6.1 Other than Goods returned under Guarantee in accordance with
clause 7 or for shortages or damages reasons, returns will require
Our Agreement and in any event will only be accepted in original
packaging and a 20% handling charge will apply with a minimum
charge of £2.00. Goods must be returned within 7 days of
the date of delivery.
6.2 If there are shortages or damages to the Goods occurring in
transit, you must notify Us within 3 working days of the date
of delivery, giving full details of any such shortages or damages
and You must return the Goods to Us together with all packaging.
Within that time all parcels delivered to You in a damaged condition
should be returned to Us forthwith.
6.3 In all cases where the Goods are returned You must quote the
invoice number and delivery date.
6.4 Where We accept that there has been a shortage in Goods dispatched
or the Goods have been damaged in transit, We shall replace such
Goods at the previously invoiced price.
6.5 Order Cancellation. Cancellation of an order can only be accepted
after prior negotiation and agreement. On no account can cancellation
be accepted for items ordered specially by Us on Your behalf.
7 Copyrights and Patents
7.1 Products offered in our catalogue may be the subject of patents,
copyright, design, trademark or other intellectual property rights.
We make no representation or warranty as to whether Your use of
or dealing with the Goods (or any part or component thereof) either
will or will not infringe such rights. Without limiting the generality
of this statement, We do not grant nor purport to grant to You
any licence, permission or authority in respect of such rights
and You acknowledge and agree to satisfy Yourself in respect of
such matters. We accept no liability for infringement of any such
7.2 Reproduction in part or whole of the company's website or
documentation without Our prior written consent is strictly prohibited.
8.1 Unless otherwise specified and subject to clauses 7.2 and
7.3 below, the Goods are guaranteed free from defect caused by
faulty materials or workmanship for a period of six months from
the date of dispatch (the "Guarantee").
8.2 The Guarantee in clause 7.1 above is given provided that:
(a) We are promptly notified in writing upon discovery by You
that the Goods are defective due to faulty materials or workmanship;
(b) The Goods in question to which the claim refers are returned
to Us within 6 months from the date of dispatch (the "Guarantee
Period") suitably packed, carriage prepaid and accompanied
with proof of purchase (delivery note or invoice) and details
of the nature of the defect; and
(c) Examination by Us of the Goods in question confirms that the
alleged defect has not been caused by misuse, neglect, method
of storage, faulty installation, handling, testing or repair,
by alteration or accident or by any other cause listed in clause
8.3(b)(i) to (iv) below.
8.3 We are not liable under this Guarantee:
(a) If the total price for the Goods has not been paid by the
Due Date; or
(b) For any defect arising from:
(i) Fair wear and tear, willful damage, negligence, misuse, and
repair of the Goods without Our approval;
(ii) any use of or dealing with the Goods in a manner which could
not reasonably be expected having regard to their normal purpose;
(iii) any use of or dealing with the Goods in conjunction with
any other item where such item causes or gives rise to the alleged
(iv) any use of the Goods which is not in accordance with the
manufacturers operating or user instructions or from any failure
to service or maintain the Goods in accordance with the manufacturers
8.4 The Guarantee shall not be affected by and no obligation or
liability shall result from providing technical advice or service
in connection with Your order for the Goods.
8.5 Our liability under the Guarantee shall be limited to replacing,
repairing or issuing credits at Our option for any Goods returned
within the Guarantee Period.
9 Limitation of liability
9.1 Subject to clauses 9.3 and 9.4 below and as otherwise expressly
provided in this Agreement, all warranties, conditions or other
terms whether express or implied by statute or common law or otherwise
are excluded to the fullest extent permitted by law. In particular
We make no representation or warranty that the Goods are either
of satisfactory or merchantable quality or fit for any purpose
or that they conform to any description. You acknowledge and agree
that You have relied upon Your own skill and judgment in selecting
9.2 Subject to clauses 9.3 and 9.4 and to the Guarantee given
in accordance with clause 8 and to the full extent permitted by
law We exclude all liability for any loss, damage or expense howsoever
suffered or incurred by You as the direct, indirect or consequential
result of the Goods either not being of satisfactory or merchantable
quality, or fit for any purpose, or conforming to any description
and You hereby irrevocably waive all rights and/or remedies (if
any) which You may have or have had in respect of such loss, damage
or expense and/or in respect of any breach or default of any warranty
implied by statute, equity or common law concerning the quality,
fitness or description of the Goods.
9.3 Clauses 9.1 and 9.2 do not apply where You deal as a Consumer
in accordance with section 12 of the Unfair Contracts Terms Act
1977 and to the extent that that such exclusion is not permitted
in accordance with the provisions that Act. Your statutory rights
remain unaffected by anything in these Conditions.
9.4 We shall not be liable for incidental or consequential damages
for any breach hereof, including but not limited to costs of removal
and re-installation of Goods, loss of goodwill, loss of profits
or loss of use.
10.1 We reserve the right to discontinue any product, or make
design changes to product specifications, or use different suppliers
or manufacturers to those stated in our advertising and literature,
without prior notice, as part of Our continuous process of product
and service improvement, or to improve product availability.
10.2 The information contained on the website and corresponding
documentation is updated regularly and correct to the best of
Our knowledge at time of going to press.
10.3 We shall not be liable to You for any delay or failure to
perform any of Our obligations hereunder which is due to causes
or circumstances beyond Our reasonable control, including (without
limitation) acts of civil or military authority, national emergencies,
fire or flood, acts of God, war or riots, actions or omissions
of third parties.
10.4 This Agreement including the order is the complete and exclusive
statement of the contractual relationship between the parties,
which supersedes all prior proposals, understandings, agreements,
or representations between the parties relating to this Agreement
except in respect of any fraudulent misrepresentation made by
10.5 We reserve the right to randomly monitor and record inbound
and outbound calls. No delay, neglect or forbearance on the part
of either party in enforcing its rights or any of them against
the other shall be construed as a waiver or in any way prejudice
any of its rights hereunder.
10.6 Health and safety data pertaining to some of our products
is available upon request.
10.7 This Agreement shall be governed by and construed in accordance
with the laws of England and Wales whose courts shall have exclusive
jurisdiction in connection with any dispute arising out of or
in connection with it.
further information or if you have any questions call the sales
dept. on: 01737-233890